10 Eater
by Rexfan1333
Summary: Ben gets transported to the world of Soul Eater! but can he get back to his own world? Find out! BenXBlair and possible harem! Rated T. Chapter 4 is up!
1. The Arrival

**+10 Eater+**

Chapter 1

+++The Arrival+++

**Bellwood**

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><p>We come upon the gloomy streets of Bellwood, Ben, Gwen and Kevin were on their investigations for any alien disturbances. They haven't found anything suspicious.<p>

"Found anything?" Ben asked Gwen, Gwen began to use her mana to find any disturbances, but no luck.

"No, It seems clear..." Gwen spoke, she then looked over at Kevin, "Kevin?"

"Nothing." Kevin said with a scowl, "We better report back to Max..."

"I think that won't be necessary..." A voice spoke, Ben and the gang turned to see a dark figure, the figure walked out of the dark to show...

"ALBEDO?" The group yelled shocked to see their old enemy in front of them.

"I see you haven't forgotten me..." Albedo said with a smirk.

"What are you doing here?" Ben asked confused, he suddenly noticed that he was holding some kind of alien tech over his shoulder.

"I'm here to get rid of you, Tennyson!" Albedo said with a crazed smile. Ben than activated the Ultimatrix and transformed into...

"Humungousaur!" Ben/Humungousaur yelled as he was ready to charge at Albedo, "That's not gonna happen!"

Ben/Humungousaur than charged at him in full force, but Albedo wasn't the least bit shocked.

"Bye, bye! Tennyson!" Albedo yelled as he pointed his alien tech gun at him, he than pulled the trigger and a huge black hole appeared. Ben/Humungousaur was dumbfounded.

"W-What the..." Ben/Humungousaur said shocked, but was than sucked inside the portal. Gwen and Kevin were speechless.

"BEN!" Gwen and Kevin both yelled in horror, their best friend was gone, Kevin was now angry and absorbed the material on his car.

"Why you!" Kevin yelled as he charged at Albedo, but a huge figure came out of nowhere and blasted Kevin toward a building.

"GAHHH!" Kevin yelled in pain as he hit the building.

"KEVIN!" Gwen yelled as she faced the huge hole in the wall, she then turned to see the two criminals; but they vanished.

"W-What was that?" Gwen asked herself in confusion.

**Somewhere unknown**

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><p>Ben was now on the ground unconscious, he finally opened his eyes slowly to see where he was. He then got up and was wide-eyed.<p>

"W-Where am I?" Ben said to himself, he looked to see he wasn't in Bellwood anymore, but in a whole new world. The place looked like something out of a cartoon or comic. He also looked to see that the moon was smiling in a very creepy way.

"Creepy!" Ben yelled in fright.

"YOU!"A voice yelled, Ben turned to see a girl with blond hair in pig tails and dark green eyes, she wore a school uniform and long black jacket over it, she also had a very huge scythe.

"Me?" Ben asked as he pointed to himself.

"Yes, where did you come from?" She asked as she readied her scythe, Ben became confused. Who would let a girl her age have such a dangerous weapon?

"Wait!" Ben tried to explain, "I can explain!"

"Hurry up!" She yelled.

"I was blasted here by one of my enemies! I'm one of the good guys!" Ben explain, but then a what looked like a monster came out of nowhere, the monster also looked human but had claws and was definitely not normal.

"W-What's that thing?" Ben yelled creeped out.

"Jack the ripper..." the girl said.

"Who?" Ben asked confused.

"I'M HERE FOR HIS SOUL!" She yelled as she charged at the crazed human, Ben was shocked at what he was seeing, this girl had some moves. But Ben also noticed he had to help out. He then activated the Ultimatrix.

"It's hero time!" Ben yelled as he smashed the dial and a huge blinding green light appeared, The girl covered her eyes.

"What's going on?" the girl said, her question was answered when she saw what looked like a tall being that was covered in weeds and all kinds of junk.

"Swampfire!" The being yelled, The being came at the monster and hit him with fire balls. The girl was shocked by what she was seeing.

"What is that?" The girl asked herself in confusion.

"Maka! Wake up!" A voice yelled from her scythe, the girl shook her head "We got take this guy down!"

"Right! Lets go Soul!" Maka yelled as she came at the monster with her scythe and sliced Jack the ripper in two. Ben/Swampfire didn't know what he was seeing.

'_Who is she?_' He thought shocked, then Ben saw a strange-looking red orb in front of the girl. Ben/Swampfire's eyes went wide as the scythe transformed into a boy with spiky sliver hair, wore sweatband with all kinds of buttons on it, a black/yellow jacked, red jeans and yellow/black shoes. The boy grabbed the red orb and swallowed it. Ben's face turned green.

"EW!" Ben yelled disgusted as he transformed back to normal, "What was that?"

"That was a kishin egg..." The girl said "A evil soul that was once normal..."

"Evil soul?" Ben said a little shocked by her words.

"Yep! Just need one more! Now...who the heck are ya?" The boy asked.

"Oh! Ben, Ben Tennyson!" Ben introduced.

"I'm Maka Albarn..." The girl known as Maka introduced.

"And I'm Soul Eater, but my friends call me Soul..." The boy known as Soul introduced with a grin also showing his fangs, this shocked Ben.

"Now, how did you turn into that plant monster?" Maka asked the young hero.

"Yes, It's because of the Ultimatrix..." Ben told the two.

"Ultimatrix?" The two both said in unison, Ben nodded.

"Wow!" Soul said with a grin, "Pretty cool..."

"We better make a "situation report" to Shinigami-sama..." Maka said as she walked up to one of the building mirrors; she then started to chant a song and wort '42-42-564' on the mirror, then an image of a skull faced being came up on the screen.

"OH! Maka-chan! How are you?" The skull faced being known as Shinigami said cheerfully.

"Great! We have just collected or no.99 human souls! The only one left is the witches soul!"

"Oh! Nice work!" Shinigami said happily. "Maka-chan! You're a fantastic scythe technician just like you mother!"

Maka giggled blushing and flatted by his words "Thank you, Shinigami-sama!"

Then suddenly a man with shoulder length red hair and wore a suite appeared on the screen "Hey! Soul Eater!"

"Yeah! Whada ya want?" Soul responded rudely.

"IF YOU LAY ONE HAND ON MY MAKA! I'LL KICK YOUR ASS!" The man yelled at the teen "GOT THAT MORON!"

"Shudup! I DON'T LIKE GIRLS WITH TINY TITS!" Soul yelled, Maka was not very happy by that comment and Ben was blushing and confused by what was going on, the man was even more angry now. The two then started bickering like maniacs, then finally the man looked over to Maka.

"I love you, Maka." The man said with a smile. Maka responded with a turn of her head and a pout, The man started to cry like a baby. Everyone sweat dropped

**Later**

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><p>Ben was now telling his side of the story, Maka and Soul were speechless.<p>

"So you're from another dimension?" Maka asked shocked by his story. Ben nodded.

"Yeah..." Ben said with a sad look.

"That's heavy..." Soul said.

"I'm sorry for snapping at you earlier..." Maka apologized.

"No, it's okay!" Ben spoke with a smile, " I've would've done the same thing."

Maka smiled at him, Ben was really sweet.

"Now, to find the witch's soul!" Soul said as he licked his lips.

"Cool! Need a hand?" Ben asked nicely.

"Sure, We could use a little help!" Maka said.

**TBC!**

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><p>Tell me what you think? Please review!<p> 


	2. The Witch Hunt

Chapter 2

+++The Witch Hunt+++

**Back at Bellwood**

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><p>Kevin and Gwen came back to Plumbers headquarters. Kevin noticed that Gwen was shaking and put his hand over hers; she looked over to him. He had that serious look on his face.<p>

"It's okay, Ben will be fine..." Kevin reassured sweetly; Gwen nodded with a smile and they finally made it to headquarters, Max came out side to see what was going on.

"What's wrong?" Max asked, "Where's Ben?"

Gwen came to face him and said, "He's gone!"

"What?" Max said shocked by his granddaughters words.

"Albedo came and sent him away with a portal ray..." Kevin said with a serious look "We don't know where he is..."

"We got to find him!" Gwen yelled almost in tears, "He could be hurt or..."

"Will find him, Gwen..." Max said with a strong look, "No doubt about it!"

**Back in Death city (Pumpkin part of the city)**

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><p>Ben, Soul and Maka made it to the home of the witch, it was a pumpkin shaped home with a pumpkin on the top of it.<p>

"The Blair witch is inside..." Maka said.

"A pumpkin? Looks cool..." Soul said, "And tasty too..."

Ben also heard singing coming from the house. sounded like a girl.

"Someone's inside..." Ben said a little surprised that someone was living in there, Ben then turned to face the two "I'll go check it out."

With that said, Ben then activated the Ultimatrix and a huge blinding light appeared in front of the two. When the light died down it reviled a strange tiny robot with wings. Soul and Maka was astonished.

"Nanomech!" The tiny being yelled in a squeaky voice.

"So cute!" Maka said adored by its voice.

"Cool." Soul said with a grin. With that Ben/Nanomech flew into the window of the Pumpkin shaped house, what he saw made him go red. He saw a beautiful woman with purple hair that was curled up on the sides and yellow eyes, she also had incredibly huge breasts and an amazing figure that could make any man die from blood loss.

'_WOW!_' Ben/Nanomech yelled in his mind, then suddenly he transformed back to his human self and fell trough the window and in the bath tub and on the girl. Ben felt something soft on his face, he looked up to see the girl looking at him. He was on her breasts.

"Is something wrong sweetie?" She asked, Ben's face became as red as a tomato and jumped out of the bathtub.

"S-Sorry!" Ben apologized still blushing from falling on the woman's breasts. the girl looked at him with a smile on her face.

'_What a sweetie pie..._' She thought, but Maka and Soul came through the window, Maka had an angry look on her face. Soul saw the woman's body and had a huge nose bleed.

"WOW!" Soul yelled, but was punched in the face by Maka in the process.

"SHUT UP, STUPID!" Maka yelled angrily. "TRANSFORM!"

Soul transformed into his Scythe form and Maka caught the scythe with ease and said "Sorry to disturb your bath, but we're here for your soul!"

But she wasn't listening to her as she was crushing Ben between her breasts and hugging him; this only made Maka more annoyed.

"YOU'RE SO CUTE!" The woman yelled while Ben was being squashed between her huge chest.

"STOP THAT!" Maka yelled pissed off. Ben was finally let go by the so-called witch and a huge smoke appeared around her; when it faded the woman was dressed in very short black dress, stockings and wore a witches hat with coils and a jack-o-lantern emerald etched on the upper part of her chest. Ben was shocked.

"Wow, he turned into a scythe!" The woman said with a cat-like smile, Ben then got up and activated the Ultimatrix and a blinding green light, when the light faded and revealed a blue four armed monkey with a tail and four glowing green eyes.

"Spidermonkey!" Ben/Spidermonkey yelled, The witch's eyes lit up in amazement.

"WOW! You transformed!" The witch yelled.

"Leave him alone, Witch!" Maka yelled "Your soul is mine!"

"Oh really?" She said with a serious look on her eyes.

"YEAH!" Ben/Spidermonkey and Soul both yelled in unison.

"Pumpkin..." She began to chant and she raised her arm, a blinding light began to develop "PUMPKIN! HALLOWEEN CANNON!"

The group were shocked by the what they saw, and a huge explosion was made in the process.

KABOOM!

**The next day**

* * *

><p>Ben, Maka and Soul were hiding from the witch woman.<p>

"Wow, she's strong..." Ben said amazed by her power.

"I know! How could we lose to a sexy witch!" Soul said with an angry look.

"Shut up! If you keep getting distracted! You never become a full death scythe, Soul!" Maka told Soul, the saw the witch "Here she comes!"

The witch was walking looking around the woods, she then spotted the three behind and tree. Suddenly she jumped and hugged Ben between her large bust.

"Oh~ Hey cutie!" She pureed, Soul and Maka were shocked. Ben face turned red as tomato again. Ben finally shook his head back to reality.

"S-Stop that!" Ben yelled still red on the face, The girl was a bit shocked. Ben then activated the Ultimatrix and transformed into a giant green eyed, pale green crystal being.

"Diamondhead!" Ben/Diamondhead yelled, the witch was impressed by was she saw.

"Wow, such a beautiful form you got there!" The girl said with a smile. Maka and Soul then came in ready to attack.

"You're not going anywhere this time!" Maka yelled with Soul ready to fight.

**A few minutes later**

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><p>Maka, Soul and BenDiamondhead were now getting their butts kicked by the witch girl named Blair, she was on a flying pumpkin throwing pumpkin bombs at them.

"You'll never beat Blair..." Blair said with a grin on her face.

"Crap!" Ben/Diamondhead yelled.

"What are you doing, Dork!" Soul yelled at Maka "We're going to lose again!"

"Shut up, I know what I'm doing!" Maka yelled, Maka began to charge at Blair in full speed and tried to slash her, but no luck. Blair dodged the attack and shot more Pumpkins at her.

"LOOK OUT!" Ben/Diamondhead yelled as he shield the two with his crystal body, there wasn't a scratch on him.

'_Wow, Bennie's very amazing..._' Blair thought with a smile.

"Thanks, Ben." Maka thanked the young hero.

"No problem!" Ben/Diamondhead said with a smile "Now lets take her down!"

"Right!" Maka and Soul both agreed, Ben/Diamondhead and the others charged at Blair.

**Back at Shinigami's**

* * *

><p>Shinigami saw the action; he was quite impressed.<p>

"The boy can transform into different monsters," Shinigami said in amazement "I've never seen anything like this!"

"Pretty amazing huh, Shinigami-sama..." A voice spoke, Shinigami turned to see a man who wore what looked like a lab coat, and a pair of goggles.

"And you are?' Shinigami asked ready to take down the intruder.

"Professor Paradox..." The man introduced "And the boy here is Ben Tennyson..."

"Never heard of him..." Shinigami said in thought.

"He is from a different dimension," Paradox said "He was sent here by one of his enemies, but he came here the right time!"

"Right time?"

**Back to the fight**

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><p>BenDiamondhead shot his crystals at Blair, but she jumped off the pumpkin and landed on one of the buildings.

'_Damn!_' Ben/Diamondhead yelled in his head frustration.

"You're very cute, Bennie!" Blair said with a purr "Be with me, We could do anything we want together."

Ben/Diamondhead smiled and said "I don't think so..."

"Huh?" Blair asked confused.

"NOW!" Ben yelled. Then suddenly she looked to see Maka and Soul come at her in full force and slashed her on her mid section of her stomach and caused her to disappear with purple soul to appear in her place. Soul took the soul.

"We did it!" Soul said with a grin.

"Thanks, Ben." Maka bowed, Ben transformed back to himself.

"Don't mention it," Ben said with a grin. "So, what happens now?"

"When Soul eats that witch's soul, he can become a full death scythe..." Maka told the teenage hero.

"Well, bottoms up!" Soul said as he swallowed the soul whole, suddenly he felt unstoppable, invincible and like he could take on anything, but then something was wrong.

"Ain't there..." Soul said.

"HUH?" Ben and Maka both yelled shocked, then suddenly a cat came up to them. It wore a witch hat.

"Nya!" The cat spoke, Ben, Maka and Soul were speechless.

"Nya?"

"W-Wait, Y-You're-" Ben tried to take all this in.

"Blair never said she was a witch, you humans came up with that all on your own!" The cat/Blair said as she started to lick herself. Ben, Soul and Maka were dumbfounded by this. The a poof of smoke appeared around herself and was in her human form but had cat ears and a tail, "Blair just a kitty with really strong magic!"

"WHAT?" Soul cried in shock.

"W-We failed..." Maka said with her head down in shame.

"I'm so confused..." Ben said still blushing, Blair then jumped on him.

"Nya! You such a cutie!" Blair spoke with a sexual grin, Ben's face went up like a thermometer. the team drove away from the cat witch.

"I CAN'T BELIEVE THIS!" Soul yelled. "I THOUGHT I WAS GOING TO BE COOL!"

"GET AWAY FROM US!" Maka yelled. "AND LET GO OF BEN!"

"SO CUTE!" Blair yelled.

"AHHHHHHHHHH!" Ben yelled blushing.

**TBC!**

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><p>Please review! And tell me what I should put in the next chapter!<p> 


	3. The Star

Chapter 3

+++The Star+++

**The next day**

* * *

><p>It was now morning in the strange city known as Death City, Ben was now sleeping on the couch. Maka and Soul offered to let Ben stay at their place until he was back on his feet. Ben had finally woken up from his peaceful slumber.<p>

"Yawn..." Ben yawned tiredly, he then looked at the window next to him, "Looks like it's going to be a good day..."

"BENNIE-KUN!" a voice yelled. Ben's blood ran cold when he saw who it was.

"BLAIR?" Ben yelled shocked, but was suddenly hugged between the cat witches huge breasts.

"LETS PLAY!" She yelled with a cat-like grin on her face.

"Guys! breakfis...!" Maka shouted, but saw Blair holding Ben between her well-endowed chest. Maka had an angry look on her face.

"YOU!" Maka yelled at the young woman "Get off of Ben!"

"What? I just want to play..." Blair said with a cute pout, "do you want to join us?"

Maka blushed and yelled back at her "NO!"

"Hey, what's going on?" said a tired Soul rubbing the sleep out of his eyes.

"HELP!" Ben pleaded still between the hot cat girls chest.

**At Death Weapon Meister Academy**

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><p>Ben, Maka and Soul Eater were now at DWMA, Ben was amazed by how big the school was.<p>

"Wow," Ben said to himself impressed by the size, "This sure beats my high school..."

"Yeah..." Soul said with a toothy grin, "Pretty cool huh?"

Ben nodded in agreement.

"Shinigami-sama wants to see you." Maka said.

"Me?" Ben said a little confused by what this Shinigami guy wants him for. They finally went in side the academy.

**The Death room**

* * *

><p>They were now in the death room, Ben was a little freaked by how bizarre the place was, they were now face to face the a large dark figure with a skull and huge white cartoon like hands.<p>

"Whoa..." Ben said speechless by his appearance.

"So you're Benjamin Kirby Tennyson..." Shinigami spoke while looking at him, "Am I correct?"

"Y-Yes." Ben said to shocked to ask him how he knew his name.

"NICE TO MEET YOU!" Shinigami said with a cheerful tone, "I'm Shinigami the headmaster of this academy!"

"S-Same here!" Ben said with a smile. Shinigami looked over to Maka and Soul.

"Maka, Soul me and ben like to talk alone if you don't mind..." Shinigami spoke to the meister and weapon, the two looked at each other and then left.

"You wanted to see me?" Ben asked a little nervous.

"Yes, do you know a man by the name Professor Paradox?" Shinigami asked the teen.

"Yeah!" Ben asked shocked, "How do you know?"

"We've met..." Shinigami spoke, "He told me a great deal about you."

"That's Paradox for you..." Ben said with a grin.

"And about that device on your wrist." Shinigami said pointing at the Ultimatrix, "That must control your transformations?"

"Yes, it's called the Ultimatrix!" Ben said showing the being of death.

"I must say I'm impressed!" Shinigami said.

"So, what did you really want?" Ben asked with his arms over his chest.

**Outside of DWMA**

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><p>Ben was now waiting outside of the school. Ben was thinking about what Shinigami said.<p>

_Flashback _

_"I need you to watch a certain student of mine." Shinigami said a little serious._

_"What?" Ben said dumbfounded "I'm not a baby sitter! I'm a super hero!"_

_"It's only temporary." Shinigami said with a happy look, Ben groaned._

_"Fine!"_

_"GREAT!" Shinigami said cheerfully, "I'll tell them you'll be waiting." _

_End of Flashback_

"I can't believe I have to baby sit this guy..." Ben groaned.

"Excuse me..." A voice spoke, Ben looked up to see a young woman, she looked about 17 or 16, she was quite beautiful and was very well endowed, she had long black hair tide in a pony tail, she wore a pale yellow out fit with a skirt and a bright yellow star on her right chest.

"You must be Tennyson-San." The young woman said with a kind smile and bowed, "I'm Nakatsukasa Tsubaki."

"N-Nice to meet you!" Ben said as he bowed, "Did Shinigami tell you I'd be here?"

"Yes, We were told you be here." Tsubaki said kindly to the young hero.

"TSUBAKI!" A voice yelled, Tsubaki and Ben looked around but couldn't find where the voice came from.

"Who said that?" Ben asked confused, Ben looked over to Tsubaki who looked nervous.

"YOU!" The voice yelled again, Ben looked up to see something on the school.

"What is that?" Ben asked confused by what was on top of the school,"A monkey?"

But then the being came down from the school to revel a young man who looked about the same age as Ben, he was quite short and very muscular for his age, he had a star-shaped blue hair and a tattoo of a star on his right shoulder, he wore a black sleeves shirt with a funnel-like collar, a pair of white/black jeans, and large black shoes with stars on them.

"And you are?" Ben asked trying not to laugh at the boys ridiculous outfit and hair.

"I'm the great Black*Star!" The boy yelled with a prideful look on his face, "And I will one day surpass God, Hyahhaa!"

'_This guy's ego is ridiculous!_' Ben thought.

"And who the hell are you anyway!" Black*Star asked rudely, "Why does Shinigami-sama think so highly of you?"

"Black*Star!" Tsubaki yelled, she then turned to Ben "I'm sorry for my partners rudeness."

"It's okay," Ben said nicely, "I'm Ben, Ben Tennyson!"

"Whatever..." Black*Star said with a pout.

'_Black*Star..._' Tsubaki thought looking at her meister. Then suddenly the young man started walking.

"Lets go!" Black*Star said with a look of determination in his face.

"Wait!' Tsubaki yelled trying to catch up to her meister. Ben started following.

'_Why me?_' Ben thought while he sighed in boredom.

**Time skip (The mission)**

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><p>Ben, Tsubaki and Black*Star were now on their mission to take down a man known as Alcapone. Ben was shocked that Alcapone was alive in this dimension.<p>

"Is that him?" Ben asked quietly as he saw a man with huge teeth with a cigar and a wore a suit and a hat.

"Yeah." Black*Star said with a grin, "He's mine, come on, Tsubaki!"

"Right!" Tsubaki said as she changed into a Chain Scythe; Black*Star grabbed the Scythe in hand.

"Remember Black*Star..." Tsubaki said while in weapon form, "Use the way of the assassin."

"LETS GO!" Black*Star yelled as he jumped, Ben was shocked.

"Wait!" Tsubaki cried shocked, but it was to late and was now in front of Alcapone and his men.

"W-What the hell?" Alcapone yelled in disbelief.

"Who the hell are you?" One of his men asked rudely.

"I'M THE GREAT BLACK*STAR AND I'M THE NUMBER #1 AND I'M THE NINJA THAT'S GOING TO KICK YOUR ASS!" The cocky ninja yelled while using Tsubaki as a microphone. Ben and everyone sweat dropped at this.

'_That guy is way to loud to be a ninja...'_ Ben thought, he then activated the Ultimatrix.

"Gimme something good!" Ben said as he pressed down on the dial with a green flash forming in the process. Mean while Black*Star and Tsubaki were now in trouble.

"TAKE THEM DOWN!" Alcapone yelled with a grin on his face; everyone readied their guns and started shooting at them, but then a huge ball came out of nowhere gotten in front of the two trespassers and used his back to block the bullets.

"Are you alright?" Strange monster asked, the two were shocked to say anything so they just nodded. Ben/Cannonbolt covered them inside and rolled out of the wall; they were gone.

"Thy got away, sir..." The men said.

"Will get them soon enough." Alcapone said with a grin.

**Time skip**

* * *

><p>BenCannonbolt stopped and let the two of them go, he then transformed back to normal.

"Ben?" Tsubaki said shocked "H-How..."

"This!" Ben said as he pointed to the Ultimatrix on his wrist "It's the Ultimatrix!"

"That's amazing!" Tsubaki said astonished she then bowed "Thank you for saving us."

"Don't mention it!" Ben smiled at Tsubaki.

"Whatever!" Black*Star said with a pout, "I've could have taken them out if you haven't gotten in my way!"

"Black*Star!" Tsubaki yelled at the cocky assassin.

"Come on, Tsubaki!" Black*Star said as he started walking, Tsubaki now had a sad expression on her face.

"I'm sorry, it just...Black*Star..." Tsubaki began to speak.

"It's okay, I understand." Ben said with a reassuring smile on his face "I was like him once..."

"R-Really?" Tsubaki asked shocked by this.

"HEY!" Black*Star yelled impatient "Hurry up, Tsubaki!"

"We be better get going!" Ben said, Tsubaki nodded in agreement and left.

**TBC**

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><p>Sorry for taking so long, please review!<p> 


	4. The Bodyguard and the Witch

Chapter 4

+++The Bodyguard and the Witch+++

**Few minutes later**

* * *

><p>"That is amazing!" Tsubaki said amazed by the teenage superhero's forms, He told her that he had more forms and came from another universe.<p>

"Yeah, I get that a lot." Ben said with a cocky smile as he transformed back to himself, but Ben looked over at Black*Star and saw he was acting like an idiot.

"Is he always like this?" Ben asked with a sweat drop.

"Not all the time," Tsubaki said smiling, "He normally isn't like this."

Then Tsubaki took out a smoke bomb with a skull on the front; Ben was confused by it.

"We need to report back to Shinigami-sama." She said and then tossed it on the ground and it showed Shinigami in a cloud of smoke.

"Well hello!" Shinigami said happily, "How's the collecting going?"

Tsubaki had a nervous look on her face and said, "Well…we still have one…Ahahah"

"Huh?" Shinigami said shocked by hearing this, "Really?"

Black*Star then walked up to the cloud and said, "Don't sweat it boss, I'll be sure to make Tsubaki in to a 'Master's Weapon'! Until then how about you take this autograph as a gift! What do ya say?"

"SHINIGAMI CHOP!" Shinigami yelled knocking out Black*Star with one strike of his signature move, Ben and Tsubaki sweat dropped at this.

"I'm really sorry about this. Even though we've been together for a while we still haven't collected many souls." Tsubaki said; Ben put a hand on her shoulder to comfort her.

"Want to know a shortcut?"

"Huh?" Both Ben and Tsubaki said in unison.

"There is a way to collect '99 human souls," Shinigami said, "If Tsubaki were to absorb '99 human souls' and '1 witch soul' she'd become a 'Death Scythe'!"

"Wow." Ben and Tsubaki both said, Black*Star got up with his head still bleeding from the attack he had received.

"What way is that?" Black*Star asked overjoyed, but still bleeding.

"It's quite uncommon, but among humans there are few who posses a 'Strong Soul.'" Shinigami explained to the trio, "Right now, near this Village you three are in. There's one man who possesses one of those 'strong souls'"

"This might be interesting." Ben said with a grin.

"Is he bigger than me?" Black*Star asked, Ben then covered his mouth.

"Who exactly are we dealing with here?" Ben asked the Death god.

"Mifune the Bodyguard…" Shinigami said, "He's a highly skilled bodyguard protecting a witch named Angela. Mifune's 'Strong Soul' should be comparable to '99 human souls'"

"AWESOME!" Black*Star yelled in excitement, "So if we beat this guy and that witch… the 'Death Scythe' will be good as done, Lets go Tsubaki!"

"Right!" Tsubaki said as she flowed the load ninja, Ben was about to leave.

"Ben?" Shinigami asked; Ben looked over at him confused by what he wanted.

"Yes, sir?"

"Mifune can be a powerful adversary, so be careful." Shinigami said with a serious tone, Ben nodded in agreement and activated the Ultimatrix and transformed into Jet Ray as he went with the others.

**Castle Ruins Magic Castle Cinder**

* * *

><p>Alcapone and his gang were now in front of the castle, the looked very disturbing to say the least.<p>

"We heard that this is the castle where the 'Witch' lives." One of the members said.

"With a witch's power my family will become the strongest! You know?" Alcapone said as he began to walk up the steps when he came across something unexpected.

"Hm?"

It was a man, his legs crossed as if he was meditating; he had long flowing sandy blond hair, with his eyes being blue, he was warring a long brown coat over his shoulders like some sort of cap, but what really got there attention was the long katana blade he had in hand, he was none other then Mifune AKA the owner of the 'Strong Soul'.

"Who the hell are you?"

"What business do you have here?" The man asked about to take the blade out, "If it something I don't like…you will die."

"Whatever!" Alcapone said with a grin, "Waste this freak!"

"Yes sir!" The all said in unison and raided their guns to fire at the man.

**Meanwhile**

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><p>Ben was lying on the tree looking over at the laughing sun.<p>

"Still creepy, even in day time…" Ben said to himself, Ben wondered about his family and friends back home, he missed them very much.

"I'll be home soon guys." Ben said to himself looking at a photo of his family on his cell.

"AHHHHHH!" A voice yelled in the distance; Ben shot up when he recognized it.

"Black*Star?" Ben said to himself, he activated the Ultimatrix and transformed into XLR8 and ran to the location of the voice of Black*Star. He finally found Black*Star who was unconscious.

"What's wrong? Did something…WHOA!" Ben/XLR8 said, but saw a naked Tsubaki, Ben had a major nosebleed from the sight of such beauty.

"PERVERT!" Tsubaki yelled as she threw a throwing star at the transformed Ben, Ben/XLR8 was too distracted and was hit.

"Ow…" Ben/XLR8 said in pain.

"Welcome to my world…" Black*Star said weakly.

**Minutes later**

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><p>The gang was now on their mission to find the man with the 'Strong Soul' and the Witch.<p>

"Off to our goal!" Black*Star said pumping his fist in the air, "Magic Castle Cinder here we come!"

"Sorry about that, Tsubaki," Ben/Jet Ray said still rubbing the spot where she hit him, "I thought you where in trouble…"

"It's okay; I hope I didn't hurt you to bad." Tsubaki said worriedly to the young hero.

"I've had worse, I'll be fine." Ben/Jet Ray said assuring the beautiful young woman.

"Off to our goal!" Black*Star said pumping his fist in the air, "Magic Castle Cinder here we come!"

"Black*Star, wait a minute!" Tsubaki yelled for the hyper ninja's attention.

"Come on!" Black*Star yelled jumping on tree to tree, "We got to hurry!"

'This guy is full of energy.' Ben/Jet Ray thought as he sweat dropped watching the two bicker.

"Do have any plan to take out Mifune?" Tsubaki asked, Black*Star looked at her with a confused look.

"YEEEES?" Black*Star said, "First I'll make the biggest entrance scene ever!"

"I'll take that as a no." Ben/Jet Ray said with a grin, Black*Star glared at the hero, Tsubaki couldn't help but giggle, with that they were coming close to there destination.

"I see it up ahead!"

They finally made it, Jet Ray transformed back into Ben.

"So that's were the witch is, huh?" Black*Star said landing in front of the huge Castle; it was covered with yellow tape that said 'Keep out' and blades all over the place.

"What the hell is this place?" Black*Star asked shocked by the sight.

"Wow," Ben said amazed at the sight, "I don't know, but it's huge!"

They then saw a bunch of souls all over the place.

"W-What happened here?" Ben said examining the area, but then Ben saw what looked like a man coming in…with a sword?

"WATCH OUT!" Ben yelled, Black*Star and Tsubaki looked over to see the man, Black*Star and Ben got out of the way and saw man.

"You're rather noisy…" The man said with his sword in hand.

'_He's fast…But I think XLR8 might work against him!_' Ben thought he activated the Ultimatrix and with a huge flash of light appeared around him; everyone shielded their eyes, but as the light died down; they looked to see that Ben was replaced by a huge 9 foot tall humanoid tiger with no clothes and claws coming out on each wrist.

"RATH!" Ben/Rath yelled in fury, "LEMMIE TELL YA SOMETHING, ULTIMATRIX; YOU'RE STARTING TO GET ON RATH'S NERVES!"

Everyone sweat dropped at this.

"What the heck is that?" Black*Star said as he never seen this form before.

"I don't know what you are," The man said as he readied his blade for combat, "But I am going to take you out!"

"Tsubaki!" Black*Star yelled over to his partner.

"Right!" Tsubaki said as she transformed in to her Chain Scythe form, Black*Star Caught her and readied himself.

"Time to die!" The man known as Mifune said.

Ben/Rath readied himself and said, "LET ME TELL YA SOMETHING, LONG HAIRED GUY; YOU'RE…UH...ABOUT TO GET YOUR BUTT KICKED BY RATH!"

'What's with this guy?' Black*Star said, but was interrupted by Mifune's sword, Black*Star used his Chain Scythe to take his sword out of his hands.

"Hehe, I'll take that!" Black*Star said as he took the sword away from the samurai, Rath charged right at him, but he dodged as he jumped over Raths head and grabbed another katana blade, He then bounced off a wall and came at Black*Star, but Black*Star blocked the attack with his Chain Scythe.

'DAMN!' Black*Star yelled in his head.

"Your weapon saved you…a normal scythe would be broken by now…" Mifune said as he grabbed a blade behind him and tried to slice Black*Star with it, but he dodged the swing.

"WHOA!" Black*Star said as he jumped back on his feet, "What's with this guy, he's super strong!"

'_Of course he is! He is a 'Strong Soul'!_' Tsubaki yelled at Black*Star.

Mifune then threw his blade at the loud mouth ninja; it missed him and was over his head.

"Get lost, kid…" Mifune said coldly, "I'm in no mood to kill you…"

Mifune then looked over at Ben/Rath and said, "You better leave too…"

Black*Star became angry and said "DON'T CALL ME KID! TSUBAKI! DARK BLADE MODE "SHURIKIN"!"

"Right!" Tsubaki said as she transformed into a giant shuriken, Black*Star grinned at the man.

"I'm going to take you down!" Black*Star yelled as he charged at him with Ben/Rath, Black*Star threw the shuriken at Mifune, but he dodged by jumping over the shuriken, he used his sword to stop the shuriken which shocked the trio.

"NOW RATH!" Tsubaki and Black*Star yelled, Mifune was shocked as he saw the tiger humanoid come at him in full force.

'_What the…_' Mifune thought confused.

"TIME FOR A RATH ATTACK!" Ben/Rath yelled as he gave Mifune a kick in the face which made him fly, this surprised the man, but then he saw Black*Star behind him with a blade.

"I'VE GOT THE 'SOUL'!" He yelled with a smile.

'_Idiot…_' Tsubaki said under her breath, '_Shouting isn't going to work!_'

But Mifune drew his sword just in time and said as he sliced Black*Star with his sword, "Fool…"

Black*Star star was had a huge gash on his stomach and fell face first on the ground, Rath and Tsubaki both transformed back to there normal forms.

"BLACK*STAR!" Ben and Tsubaki both yelled; they both worried for the ninja, Tsubaki ran to his side with tears running down her cheeks.

"No…" Tsubaki cried devastated, "It can't be…"

Ben looked over at Mifune with a glare, but then saw Black*Star trying to get back up again, Ben and Tsubaki were shocked by this.

"Dude, you're hurt!" Ben said trying to keeping from doing anything he might regret, but Black*Star pushed him out of the way.

"You damn bastard!" Black*Star cursed, "You actually think using 'mineuchi' on someone as great as me would work?"

"Idiot…" Mifune said with a cold stare, "Don't you care about her?"

The gang looked at him blankly.

"You rely too much on your weapon…" Mifune said, "You'll just keep getting in her way, you're nothing more then a weak kid!"

"YOU'RE WRONG!" Tsubaki yelled back

"Mifune…" Black*Star said darkly, "What do you want?"

"To protect Angela the witch!" Mifune said with determination, "I'm her bodyguard."

Ben looked at him and saw something in him.

"THAT'S NOT IT!" Black*Star yelled, "You're all the glory to yourself! By calling me kid!"

"What?" Everyone said in unison.

"I'M THE STAR OF THIS SHOW!" Black*Star yelled, "YOU GOT THAT?"

'_His eyes…_' Mifune thought.

"Tsubaki…Ninja blade mode!" Black*Star yelled.

"Yes!" Tsubaki yelled as she transformed into a blade, Black*Star caught her in his had ready to fight, Ben then transformed into a giant blue moth man creature, but he then pressed the symbol on his chest and turned red and had flame like designs on his wings antennae.

"Ultimate Big Chill…" Ben/Ultimate Big Chill said in a ghostly voice.

"This is my fight, Tennyson!" Black*Star said, "Stay out of it!"

"No way, I'm fighting with you if you like it or not!" Ben/ Ultimate Big Chill said, Black*Star shrugged.

"Whatever," Black*Star said, "Just don't steal my thunder!"

"It's all yours; I had enough of that in my own world." Ben/ Ultimate Big Chill said as he turned intangible and went underground.

"What the!" Mifune said shocked as he felt his whole body was frozen, he couldn't move.

'_I can't move!_' Mifune thought shocked by what just happened, but then suddenly Black*Star was behind him again.

'_What?_' Mifune yelled, but was too late and was hit.

"FINISHING STRIKE!" Black*Star yelled, "BLACK*STAR BIG WAVE!"

"GAHHH!" Mifune shouted in pain.

"I'M A GOD!" Black*Star shouted with pried; with that Mifune went flying.

"THAT'S HOW THE DARK ASSASSIN DOSES IT!" Black*Star yelled with a grin on his face, "YAHOOO!"

"I-I've lost…" Mifune said under his breath.

"Who would protect an old evil witch anyway...Punks like you will die because of this!" Black*Star said, "And mater of fact…I'm going to take you 'Strong Soul'!"

Ben didn't like the idea of killing the guy, but he had no choice, but then suddenly he heard something up from the sky.

"STOP!" A voice yelled; everyone looked up and saw what looked like a little girl in the sky, as she landed; she was warring a witch out fit and held a broom stick. She had her body in front of Mifune.

"DON'T BULLY MIFUNE!" The girl yelled with tears running down her face, this shocked Ben.

"MIFUNE'S JUST PROTECTING ME FROM HUMANS BECAUSE I'M STILL NOT GOOD AT MAGIC! SO DON'T BULLY HIM!"

"What the hell?" Black*Star said shocked, "That's Angela?"

"YOU MEANIE, YOU BIG MEANIE!" She yelled as she started beating on Black*Star, Ben/Ultimate Big Chill and Tsubaki sweat dropped.

"I didn't expect her to be so…young." Ben/Ultimate Big Chill said stunned by her appearance.

"This is not going to work…" Tsubaki said disappointed, "A dying "Strong Soul' and a witch with no magic…this isn't the best chance."

"Wait!" Black*Star said trying to clam her down, but was hit with a very sharp sword by the girl, blood flew everywhere.

"GAHHHH!" He yelled from the pain of the blade.

"MEANIE!"

"YOU LITTLE BRAT!" Black*Star yelled running after the girl, Mifune got back up with his sword and still weak from the fight.

"Take my "Soul"!" Mifune said badly injured, "Please leave Angela out of this."

"Ultimatrix, can you help him?" Ben/Ultimate Big Chill said as he walked over to him.

"Affirmative" the Ultimatrix replied back.

"Do it!" Ben/Ultimate Big Chill said as a flashing green light appeared from his chest and on to Mifune; this shocked the samurai.

"What on earth?" He said amazed by what was going on, he felt his whole body was completely healed, Ultimate Big Chill finally transformed back into Ben who was now exhausted, Tsubaki caught him when he was about fall.

"Thanks, I'm fine." Ben assured the young woman; Mifune walked up and bowed to the 16 year old hero of the galaxy.

"Thank you, I'm Mifune." He introduced.

"Ben, Ben Tennyson," Ben said as he shook his hand "It's what I do."

"Whatever, that guy is not worth my time!" Black*Star said, "Lets go! It's dinner time!"

"Kay!" Tsubaki said with a smile and came along with the star haired ninja.

"Tsubaki?" Black*Star spoke.

"Hm?"

"We will find 100 souls no mater what!" Black*Star said with a grin, "And you'll become a 'Death Scythe'!"

"I know." Tsubaki said with a smile.

"Hey! Black*Star!" Ben said as he transformed into Fasttrack he caught up with him, "How about a race? You and me!"

"I like a challenge!" Black*Star said with a prideful smile, "I'm going to win!"

"Yeah, Yeah! Show me what you got!" Ben/Fasttrack said readied, and then the two ran off in the distance.

"GUYS!" Tsubaki yelled running after them, "WAIT UP!"

In the distance, a man was watching the three; it was none other then Professor Paradox.

"Good luck, Ben!" Paradox said with as he put a gumball in his mouth and vanished into thin air.

**Days later in The Death Room  
><strong>

* * *

><p>Back at the Academy; Ben was in Shinigami's Death room, Shinigami looked over at the teen hero.<p>

"Great job, Benjamin!" Shinigami said happily.

"It was no problem," Ben said with bit of pride in his voice, "You told me you had another mission for me?

"Why yes I have!" Shinigami said, "You can come in now!"

Ben turned to see a young man who was warring a black suite with white rectangles on each side of his blazer, he had short black hair with three white rectangles on the left side of his head, but what really captured Ben's attention was his golden colored eyes that seemed to stare into his soul.

"And you are?" Ben asked confused by the strange looking young man.

"This is my son!" Shinigami said with a happy tone.

"S-SON?" Ben said shocked.

**TBC!**

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><p>Sorry for taking so long to update this story! I hope you enjoyed this chapter, because I definitely had fun writing this one!<p>

Blair is going to make an appearance in the next chapter!

Don't forget to review!


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